§1629b Procedures for Considering Amendments and Resolutions

Summary

Allows a Native Corporation’s board to approve certain changes to the corporation’s articles or resolutions—like creating a Settlement Trust, authorizing stock with limits, or agreeing to convey most assets to a Settlement Trust—and then send those approved changes to shareholders for a vote at the next annual meeting or at a special meeting. The corporation must send a written notice (including a proxy statement if required by law) to each shareholder of record by first-class mail or hand delivery not less than 50 days and not more than 60 days before the meeting. The board may, but does not have to, get appraisals for certain lands (for example, cemetery land, tax-exempt land used for subsistence, or land believed to be only speculative). If a meeting is postponed or adjourned, the board can set a new date within 45 days without sending a new written notice; if the new date is more than 45 days later, a new notice must be sent not less than 30 days and not more than 45 days before the new date. Shareholders holding at least 25% of the voting power can petition the board to submit some specified amendments to a vote. State law rules govern how petition signatures are solicited, except federal rules apply if the corporation has a class of equity securities registered under the Securities Exchange Act of 1934. If a valid petition is submitted, the board must send the amendment and the petitioners’ statement to shareholders; the board may also send its own supporting or opposing statement. An amendment or resolution is approved if it gets the affirmative vote of a majority of the total voting power, unless the articles require a higher level (up to two-thirds). For resolutions to set up a Settlement Trust or certain stock-authorizing amendments, approval is by a majority (or a higher level up to two-thirds if the articles say so) of the shares present or represented by proxy at the meeting. Total voting power counts all outstanding voting shares except those the articles prevent from voting. Transferring “all or substantially all” assets to a Settlement Trust counts only if the assets equal two-thirds or more of the corporation’s fair market value.